SB423,105,53
(b) That the director or officer is fairly and reasonably entitled to
4indemnification in view of all the relevant circumstances, regardless of whether
5indemnification is required under s. 181.0872 (2).
SB423,105,10
6181.0881 Indemnification and allowance of expenses of employes and
7agents. A corporation may indemnify and allow reasonable expenses of an employe
8or agent who is not a director or officer to the extent provided by the articles of
9incorporation or bylaws, by general or specific action of the board of directors or by
10contract.
SB423,105,17
11181.0883 Insurance. A corporation may purchase and maintain insurance
12on behalf of an individual who is an employe, agent, director or officer of the
13corporation against liability asserted against and incurred by the individual in his
14or her capacity as an employe, agent, director or officer, or arising from his or her
15status as an employe, agent, director or officer, regardless of whether the corporation
16is required or authorized to indemnify or allow expenses to the individual against the
17same liability under ss. 181.0872, 181.0874, 181.0877 and 181.0881.
SB423,105,22
18181.0889 Indemnification and insurance against securities law claims. 19(1) In general. It is the public policy of this state to require or permit
20indemnification, allowance of expenses and insurance for any liability incurred in
21connection with a proceeding involving securities regulation described under sub. (2)
22to the extent required or permitted under ss. 181.0871 to 181.0883.
SB423,106,2
23(2) Scope of securities regulation. Sections 181.0871 to 181.0883 apply, to
24the extent applicable to any other proceeding, to any proceeding involving a federal
1or state statute, rule or regulation regulating the offer, sale or purchase of securities,
2securities brokers or dealers, or investment companies or investment advisers.
SB423,106,43
Subchapter IX
4
[REserved]
SB423,106,75
Subchapter X
6
Amendment of articles of
7
incorporation and bylaws
SB423,106,13
8181.1001 Authority to amend articles of incorporation. A corporation
9may amend its articles of incorporation at any time to add or change a provision that
10is required or permitted to be included in the articles of incorporation or to delete a
11provision that is not required in the articles of incorporation. Whether a provision
12is required or permitted to be included in the articles of incorporation is determined
13as of the effective date of the amendment.
SB423,106,18
14181.1002 Amendment of articles of incorporation by directors. (1) 15Corporations with voting rights. Unless the articles of incorporation provide
16otherwise, a corporation's board may adopt any of the following amendments to the
17corporation's articles of incorporation, without the approval of members with voting
18rights:
SB423,106,2019
(a) To extend the duration of the corporation if it was incorporated at a time
20when limited duration was required by law.
SB423,106,2121
(b) To delete the names and addresses of the initial directors.
SB423,106,2222
(c) To delete the names and addresses of the incorporators.
SB423,106,2423
(d) To delete the name and address of a former registered agent or registered
24office, if a statement of change is on file with the department.
SB423,106,2525
(e) To change the registered agent or the registered office.
SB423,107,5
1(f) To change the corporate name by substituting the word "corporation",
2"incorporated", "company" or, "limited", or the abbreviation "corp.", "inc.", "co.", or
3"ltd.", or words or abbreviations of similar meaning in another language, for a similar
4word or abbreviation in the name, or by adding, deleting or changing a geographical
5attribution to the name.
SB423,107,76
(g) To make any other change expressly permitted by this chapter to be made
7without member approval.
SB423,107,18
8(2) Corporations with no voting members. If a corporation has no members
9with voting rights, its incorporators, until directors have been chosen, and thereafter
10its board, may adopt amendments to the corporation's articles of incorporation
11subject to any approval required under s. 181.1030. The corporation shall provide
12notice of any meeting at which an amendment is to be voted upon. The notice shall
13be in accordance with s. 181.0822 (3). The notice must also state that the purpose,
14or one of the purposes, of the meeting is to consider a proposed amendment to the
15articles of incorporation and contain or be accompanied by a copy or summary of the
16amendment or state the general nature of the amendment. The amendment must
17be approved by a majority of the directors in office at the time that the amendment
18is adopted.
SB423,107,22
19181.1003 Amendment of articles of incorporation by directors and
20members. (1) In general. Unless this chapter, the articles of incorporation or the
21bylaws require a greater vote or voting by class, an amendment to a corporation's
22articles of incorporation to be adopted must be approved by all of the following:
SB423,107,2423
(b) Except as provided in s. 181.1002 (1), the members by two-thirds of the
24votes cast or a majority of the voting power, whichever is less.
SB423,108,2
1(c) A person, in writing, whose approval is required by a provision of the articles
2of incorporation authorized under s. 181.1030.
SB423,108,8
3(2) Notice requirements. If the board or the members seek to have the
4amendment approved by the members at a membership meeting, the corporation
5shall give notice to its members of the proposed membership meeting in writing in
6accordance with s. 181.0705. The notice shall state that the purpose, or one of the
7purposes, of the meeting is to consider and to act upon the proposed amendment and
8shall contain or be accompanied by a copy or summary of the amendment.
SB423,108,12
9(3) Written consents or ballot. If the board or the members seek to have the
10amendment approved by the members by written consent or written ballot, the
11material soliciting the approval shall contain or be accompanied by a copy or
12summary of the amendment.
SB423,108,16
13181.1004 Class voting by members on amendments to articles of
14incorporation. (1) When class entitled to vote. The members of a class in a
15corporation are entitled to vote as a class on a proposed amendment to the articles
16of incorporation if the amendment does any of the following:
SB423,108,1917
(a) Affects the rights, privileges, preferences, restrictions or conditions of that
18class as to voting, dissolution, redemption or transfer of memberships in a manner
19different than such amendment would affect another class.
SB423,108,2220
(b) Changes the rights, privileges, preferences, restrictions or conditions of that
21class as to voting, dissolution, redemption or transfer by changing the rights,
22privileges, preferences, restrictions or conditions of another class.
SB423,108,2323
(c) Increases or decreases the number of memberships authorized for that class.
SB423,108,2524
(e) Effects an exchange, reclassification or termination of the memberships of
25that class.
SB423,109,4
1(2) Approval by each class required. If a class is to be divided into 2 or more
2classes as a result of an amendment to the articles of incorporation of a corporation,
3the amendment must be approved by the members of each class that would be
4created by the amendment.
SB423,109,9
5(3) Voting requirements. Unless provided otherwise in the articles of
6incorporation or bylaws, if a class vote is required to approve an amendment to the
7articles of incorporation of a corporation, the amendment must be approved by the
8members of the class by two-thirds of the votes cast by the class or a majority of the
9voting power of the class, whichever is less.
SB423,109,12
10181.1005 Articles of amendment. A corporation amending its articles of
11incorporation shall deliver to the department for filing articles of amendment that
12include all of the following information:
SB423,109,13
13(1) Name. The name of the corporation.
SB423,109,14
14(2) Text. The text of each amendment adopted.
SB423,109,15
15(3) Dates. The date of each amendment's adoption.
SB423,109,17
16(4) Method of approval. A statement that the amendment was adopted in
17accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case.
SB423,109,20
18(5) When approval by others is required. If approval of the amendment by a
19person other than the members, the board or the incorporators is required under s.
20181.1030, a statement that the approval was obtained.
SB423,109,23
21181.1006 Restated articles of incorporation. (1) When permitted. A
22corporation's board may restate its articles of incorporation at any time with or
23without approval by members or any other person.
SB423,110,2
24(2) Amendments may be included. The restatement may include amendments
25to the articles of incorporation. If the restatement includes an amendment requiring
1approval by the members or any other person, it must be adopted as provided in s.
2181.1003.
SB423,110,5
3(3) Approval requirements. If the restatement includes an amendment
4requiring approval by members, the board must submit the restatement to the
5members for their approval.
SB423,110,12
6(4) Notice requirements. If the board seeks to have the restatement approved
7by the members at a membership meeting, the corporation shall notify each of its
8members of the proposed membership meeting in writing in accordance with s.
9181.0705. The notice must also state that the purpose, or one of the purposes, of the
10meeting is to consider the proposed restatement and contain or be accompanied by
11a copy or summary of the restatement that identifies any amendments or other
12change it would make in the articles of incorporation.
SB423,110,17
13(5) Approval by written ballot or consent. If the board seeks to have the
14restatement approved by the members by written ballot or written consent, the
15material soliciting the approval shall contain or be accompanied by a copy or
16summary of the restatement that identifies any amendments or other change it
17would make in the articles of incorporation.
SB423,110,20
18(6) Voting requirements. A restatement requiring approval by the members
19must be approved by the same vote as an amendment to articles of incorporation
20under s. 181.1003.
SB423,110,23
21(7) Approval by 3
rd persons. If the restatement includes an amendment
22requiring approval pursuant to s. 181.1030, the board must submit the restatement
23for such approval.
SB423,111,2
24(8) Filing requirements. A corporation restating its articles of incorporation
25shall deliver to the department for filing articles of restatement setting forth the
1name of the corporation and the text of the restated articles of incorporation together
2with a certificate including all of the following information:
SB423,111,53
(a) Whether the restatement contains an amendment to the articles of
4incorporation requiring approval by the members or any other person other than the
5board and, if it does not, that the board adopted the restatement.
SB423,111,76
(b) If the restatement contains an amendment to the articles of incorporation
7requiring approval by the members, the information required by s. 181.1005.
SB423,111,108
(c) If the restatement contains an amendment to the articles of incorporation
9requiring approval by a person whose approval is required under s. 181.1030, a
10statement that such approval was obtained.
SB423,111,1311
(d) A statement that the restated articles of incorporation supersede and take
12the place of the existing articles of incorporation and any amendments to the articles
13of incorporation.
SB423,111,20
14181.1007 Amendment of articles of incorporation pursuant to judicial
15reorganization. (1) When authorized. A corporation's articles of incorporation
16may be amended without board approval or approval by the members or approval
17required under s. 181.1030 to carry out a plan of reorganization ordered or decreed
18by a court of competent jurisdiction under federal statute if the articles of
19incorporation after amendment contain only provisions required or permitted under
20s. 181.0202.
SB423,111,23
21(2) Filing requirement. The individual or individuals designated by the court
22shall deliver to the department for filing articles of amendment that include all of the
23following information:
SB423,111,2424
(a) The name of the corporation.
SB423,111,2525
(b) The text of each amendment approved by the court.
SB423,112,1
1(c) The date of the court's order or decree approving the articles of amendment.
SB423,112,32
(d) The title of the reorganization proceeding in which the order or decree was
3entered.
SB423,112,54
(e) A statement that the court had jurisdiction of the proceeding under federal
5statute.
SB423,112,9
6(3) Applicability. This section does not apply after entry of a final decree in
7the reorganization proceeding even though the court retains jurisdiction of the
8proceeding for limited purposes unrelated to consummation of the reorganization
9plan.
SB423,112,14
10181.1008 Effect of amendment and restatement of articles of
11incorporation. (1) Rights and proceedings not affected. An amendment to a
12corporation's articles of incorporation, including a restatement of its articles of
13incorporation under s. 181.1006 that includes an amendment to its articles of
14incorporation, does not affect any of the following:
SB423,112,1515
(a) A cause of action existing against or in favor of the corporation.
SB423,112,1716
(b) A civil, criminal, administrative or investigatory proceeding to which the
17corporation is a party.
SB423,112,1818
(c) The existing rights of persons other than members of the corporation.
SB423,112,22
19(2) Proceedings not abated. An amendment, or a restatement including an
20amendment, changing a corporation's name does not abate a civil, criminal,
21administrative or investigatory proceeding brought by or against the corporation in
22its former name.
SB423,113,7
23181.1020 Amendment of bylaws by directors. If a corporation has no
24members with voting rights, its incorporators, until directors have been chosen, and
25thereafter its board, may adopt amendments to the corporation's bylaws subject to
1any approval required under s. 181.1030. The corporation shall provide notice of any
2meeting of the board at which an amendment is to be approved. The notice shall be
3in accordance with s. 181.0822 (3). The notice must also state that the purpose, or
4one of the purposes, of the meeting is to consider a proposed amendment to the
5bylaws and contain or be accompanied by a copy or summary of the amendment or
6state the general nature of the amendment. The amendment must be approved by
7a majority of the directors in office at the time that the amendment is adopted.
SB423,113,10
8181.1021 Amendment of bylaws by directors and members.
(1) By
9board. A corporation's board may amend or repeal the corporation's bylaws or adopt
10new bylaws except to the extent that any of the following applies:
SB423,113,1211
(a) The articles of incorporation or any other provision of this chapter reserves
12that power exclusively to the members.
SB423,113,1513
(b) The members, in adopting, amending or repealing a particular bylaw,
14provide within the bylaw that the board may not amend, repeal or readopt that
15bylaw.
SB423,113,19
16(2) By members with voting rights. A corporation's members with voting
17rights may amend or repeal the corporation's bylaws or adopt new bylaws even
18though the board may also amend or repeal the corporation's bylaws or adopt new
19bylaws.
SB423,113,23
20181.1022 Class voting by members on amendments of bylaws. (1) When
21class entitled to vote. The members of a class in a corporation are entitled to vote
22as a class on a proposed amendment to the bylaws if the amendment does any of the
23following:
SB423,114,3
1(a) Affects the rights, privileges, preferences, restrictions or conditions of that
2class as to voting, dissolution, redemption or transfer of memberships in a manner
3different than such amendment would affect another class.
SB423,114,64
(b) Changes the rights, privileges, preferences, restrictions or conditions of that
5class as to voting, dissolution, redemption or transfer by changing the rights,
6privileges, preferences, restrictions or conditions of another class.
SB423,114,77
(c) Increases or decreases the number of memberships authorized for that class.
SB423,114,98
(e) Effects an exchange, reclassification or termination of all or part of the
9memberships of that class.
SB423,114,12
10(2) Approval by each class required. If a class is to be divided into 2 or more
11classes as a result of an amendment to the bylaws, the amendment must be approved
12by the members of each class that would be created by the amendment.
SB423,114,17
13(3) Voting requirements. Unless otherwise provided in the articles of
14incorporation or bylaws, if a class vote is required to approve an amendment to the
15bylaws, the amendment must be approved by the members of the class by two-thirds
16of the votes cast by the class or a majority of the voting power of the class, whichever
17is less.
SB423,114,21
18181.1030 Approval by 3rd persons. The articles of incorporation may
19require an amendment to the articles of incorporation or bylaws to be approved in
20writing by a specified person other than the board. Such an article provision may
21only be amended with the approval in writing of the person.
SB423,114,2322
Subchapter XI
23
Merger
SB423,115,3
1181.1101 Approval of plan of merger. (1) In general. One or more
2corporations may merge into a corporation or a stock corporation, if the plan of
3merger is approved as provided in s. 181.1103.
SB423,115,5
4(2) Required information. The plan of merger shall include all of the following
5information:
SB423,115,76
(a) The name of each corporation planning to merge and the name of the
7surviving corporation into which each plans to merge.
SB423,115,88
(b) The terms and conditions of the planned merger.
SB423,115,119
(d) The manner and basis, if any, of converting memberships of each merging
10corporation into memberships, obligations or securities of the surviving or any other
11corporation or into cash or other property in whole or part.
SB423,115,13
12(3) Permitted information. The plan of merger may include any of the
13following:
SB423,115,1614
(a) If the surviving corporation is a domestic corporation, amendments to the
15articles of incorporation or bylaws of the surviving corporation to be effected by the
16planned merger.
SB423,115,1717
(b) Other provisions relating to the planned merger.
SB423,115,25
18181.1103 Action on plan by board, members and 3rd persons. (1) 19Corporations without members with voting rights. If the corporation does not have
20members with voting rights, the plan of merger must be approved by a majority of
21the directors in office at the time the plan of merger is approved. In addition the
22corporation shall provide notice of any board meeting at which such approval is to
23be obtained in accordance with s. 181.0822 (3). The notice must also state that the
24purpose, or one of the purposes, of the meeting is to consider the proposed plan of
25merger.
SB423,116,4
1(2) Corporations with voting members. Unless this chapter, the articles of
2incorporation or the bylaws require a greater vote or voting by class, a plan of merger
3to be adopted by a corporation with voting members shall be approved by all of the
4following:
SB423,116,55
(a) Unless the articles of incorporation provide otherwise, the board.
SB423,116,76
(b) The members with voting rights, by two-thirds of the votes cast or a
7majority of the voting power, whichever is less.
SB423,116,98
(c) A 3rd person, in writing, whose approval is required by a provision of the
9articles of incorporation.
SB423,116,21
10(3) Notice requirements. If the board seeks to have the plan of merger
11approved by the members at a membership meeting, the corporation shall give
12notice, to its members with voting rights, of the proposed membership meeting in
13accordance with s. 181.0705. The notice must also state that the purpose, or one of
14the purposes, of the meeting is to consider the plan of merger and contain or be
15accompanied by a copy or summary of the plan. The copy or summary of the plan for
16members of the surviving corporation shall include any provision that, if contained
17in a proposed amendment to the articles of incorporation or bylaws, would entitle
18members to vote on the provision. The copy or summary of the plan for members of
19the disappearing corporation shall include a copy or summary of the articles of
20incorporation and bylaws that will be in effect immediately after the merger takes
21effect.
SB423,117,5
22(4) Written consents or ballots. If the board seeks to have the plan approved
23by the members by written consent or written ballot, the material soliciting the
24approval shall contain or be accompanied by a copy or summary of the plan. The copy
25or summary of the plan for members of the surviving corporation shall include any
1provision that, if contained in a proposed amendment to the articles of incorporation
2or bylaws, would entitle members to vote on the provision. The copy or summary of
3the plan for members of the disappearing corporation shall include a copy or
4summary of the articles of incorporation and bylaws that will be in effect
5immediately after the merger takes effect.